W W CAPITAL CORPORATION
3500 JFK Parkway
Suite 202
Ft. Collins, CO 80525
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD January 14, 2000
The Annual Meeting of the Stockholders of W W Capital Corporation (the
"Company") will be held at the Marriott Hotel, 350 East Horsetooth Rd., Ft.
Collins, Colorado, 80525, on the 14th day of January 2000, at 10:00 o'clock
A.M., local time, in the Centennial Ballroom, for the purpose of considering and
acting upon the following matters:
1. To elect five directors to hold office for the ensuing year and until
their successors are elected and qualified;
2. To approve Brock and Company as auditors for the Company for the
ensuing year; and
3. To transact such other business as may properly come before the
meeting or any adjournment.
The Company's annual report for the year ended June 30, 1999 will have
been mailed to all stockholders of record at the close of business on December
6, 1999.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on December 6, 1999 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
James Alexander, Director/Secretary
Ft. Collins, Colorado
December 9, 1999
You are cordially invited to come early so that you may meet informally
with management and Board nominees. The meeting room will be open from 9:30
o'clock A.M. until the meeting time at 10:00 o'clock A.M.
IMPORTANT
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED REGARDLESS OF
THE NUMBER OF SHARES OWNED.
W W CAPITAL CORPORATION
3500 JFK Parkway
Suite 202
Ft. Collins, Colorado 80525
__________________
The approximate mailing date of this Proxy Statement
is December 9, 1999
__________________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
January 14, 2000
The accompanying proxy is furnished by W W Capital Corporation (the
"Company") in connection with the solicitation by the Board of Directors and may
be revoked by the stockholder at any time before it is voted by giving a written
notice to the Secretary of the Company, by executing and delivering a proxy with
a later date, or by personal withdrawal of the proxy prior to or at the meeting.
The expense of this solicitation is to be borne by the Company and the Company
will reimburse persons holding stock in their names or in the names of their
nominees, for their expenses in sending proxies and proxy materials to their
principals.
The Company had issued and outstanding 5,540,661 shares of common stock,
par value $0.01 per share, as of December 6, 1999 the date the stockholders of
record entitled to vote at the meeting was determined (the "Record Date"). Each
share of common stock entitles the holder thereof to one vote per share on all
matters acted upon at the Annual Meeting. Neither the Articles of Incorporation
nor the Bylaws of the Company provide for cumulative voting.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth as of December 6, 1999, the ownership of the
Company's common stock by each director of the Company, by each person who is
known by the Company to be the beneficial owner of more than 5% of the Company's
common stock, and by the officers and directors of the Company as a group:
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner(1) Beneficial Ownership(2) of Common Stock
Steve D. Zamzow 150,437(3) 2.72%
4112 Sherman Court
Ft. Collins, CO 80525
Millard T. Webster 278,969(4) 5.03%
1003 Central
Dodge City, KS 67801
David L. Patton 1,199,889(5) 21.66%
807 SW Terrace Ave.
Dodge City, KS 66611
Loyd T. Fredrickson 250,350(6) 4.52%
2728 Northwest 62nd St.
Oklahoma City, OK 73112
James H. Alexander 20,000(6) 0.36%
5495 W 115th Place
Broomfield, CO 80020
All officers and directors 1,899,645(7) 34.29%
as a group (9 persons) (See
Footnotes 1 through 9)
Apex Realty Investments, Inc. 305,741(8) 5.52%
c/o Nicholas L. Scheidt
P.O. Box 33724
Northglenn, CO 80233-0724
<FN>
(1) The business address of all officers and directors is 3500 JFK
Parkway, Suite 202, Ft. Collins, Colorado 80525.
(2) "Beneficial ownership" is deemed to include shares for which an
individual, directly or indirectly, has voting or investment power, or
both, and shares subject to options exercisable within 60 days of the
date hereof.
(3) Includes 150,000 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(4) Includes 22,500 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(5) Includes 57,500 shares subject to non-qualified stock options which
are fully vested and exercisable.
(6) Includes 20,000 shares subject non-qualified stock options which are
fully vested and exercisable.
(7) Includes 250,000 shares subject to stock options which are fully
vested and exercisable.
(8) Includes 5,000 shares subject to non-qualified stock options which are
fully vested and exercisable.
</FN>
ELECTION OF DIRECTORS
The Bylaws of the Company provide that members of the Board of
Directors shall be elected at the Annual Stockholders' Meeting. All directors of
the Company are elected for a term of one year and hold office until the next
annual meeting of the stockholders.
The following have been nominated for election to the Company Board of
Directors to serve until the Annual Stockholders' Meeting in 2000.
Year Became
Name Position(s) Age Director
---- ----------- --- --------
Steve D. Zamzow Director, President, and 51 1993
Chief Executive Officer
Millard T. Webster Director 50 1988
James H. Alexander Director 60 1996
Ronald W. Jay President, Titan Division 49 --
Richard Love 47 --
STEVE D. ZAMZOW age 51, joined the Company in 1991 and was elected as the
Company's Chief Financial Officer in June 1992, President and Chief Executive
Officer in December 1993 and elected as a Director in December 1993 by the
shareholders. From 1976 to 1991, Mr. Zamzow owned numerous companies and was a
financial consultant for various companies. Mr. Zamzow was previously Vice
President for a steel company and has worked extensively in business workouts.
From 1971 to 1974, Mr. Zamzow was employed by Peat, Marwick, Mitchell & Co. as
an auditor. Mr. Zamzow received his accounting degree from the University of
Nebraska.
MILLARD T. WEBSTER age 50, became a Director of the Company in 1988 and has been
employed by the Company's subsidiary, W-W Manufacturing Co., Inc. since 1962.
Mr. Webster has occupied the positions of piecework production foreman,
production manager, and Vice President and President of the Company's
subsidiary, W-W Manufacturing Co., Inc. Mr. Webster is currently a Vice
President for the Company's subsidiary, W-W Manufacturing Co., Inc. Mr. Webster
graduated from Evangel College, Springfield, Missouri in 1970 with a bachelor's
degree in business administration.
JAMES H. ALEXANDER age 60, was elected to the Board of Directors of the Company
in November 1996. Since 1992, Mr. Alexander has been a member of the Board of
Directors of Zykronix, Inc. and former Chief Operating Officer. Mr. Alexander is
also an independent real estate broker for TDI Property Brokers. From April 1992
to November 1992, Mr. Alexander was a member of a management team of a venture
capital firm which funded a satellite communications company. Mr. Alexander is
the founder of T.D.I., Inc., a corporation engaged in consulting, fund raising,
acquisitions and mergers of hi-tech firms. Mr. Alexander has taken courses
leading toward Bachelor of Science Degree in Business Administration from
Rollins College.
RONALD W. JAY age 49, has been nominated to become a Director of the Company.
Mr. Jay has been involved with the pipe and water well industry since 1971. Mr.
Jay attended junior college in Dodge City, Kansas. From 1971 to 1984 Mr. Jay
managed a steel pipe company. In 1984 Mr. Jay formed Titan Industries, wholly
owned subsidiary of WW Capital Corporation. He has served as President of Titan
Industries since its formation.
RICHARD LOVE age 47, has been nominated to become a Director of the Company. Mr.
Love joined the Company in 1992 as Vice President of production. In 1993 Mr.
Love moved to Cookeville, TN as plant manager of Eagle Enterprises, Inc, wholly
owned subsidiary of WW Capital Corporation. Mr. Love left in 1997 to pursue
ranching interests. Mr. Love has owned and founded numerous companies, Love
Trucking, Liberal Mud Service, Canadian Mud Service, Douglas Mud Service, L & L
Repair from 1971 to 1980. Love Company, Inc., wholesale distribution company
from 1980-1987, $7.6 million annual sales, Loveco Inc., manufacturing and retail
sales (agricultural) from 1990 to present, Love Farms, ranching from 1994 to
present. Mr. Love has received diplomas and certificates in drafting (board and
CAD), drilling fluid technologist, welding, accounting and business
administration.
The Board of Directors approved the above-named nominees for director
and recommends a vote "for" their election.
4
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended June 30, 1999, the Board of Directors held
four meetings of which all directors attended all meetings.
EXECUTIVE OFFICERS
The officers of the Company are elected at the Board of Directors'
annual organizational meeting immediately following the Annual Stockholders'
Meeting. Such officers hold office until their successors are chosen and
qualified or until their death, resignation or removal. The current officers of
the Company are as follows:
Name Position(s) Age Year Became Officer
- ---- ----------- --- -------------------
Steve D. Zamzow President, Chief 51 1992
Executive Officer and
Director
James H. Alexander Secretary/Treasurer 60 1997
STEVE D. ZAMZOW joined the Company in 1991 and was elected as the Company's
Chief Financial Officer in June 1992, President and Chief Executive Officer in
December 1993 and elected as a Director in December 1993 by the shareholders.
From 1976 to 1991, Mr. Zamzow owned numerous companies and was a financial
consultant for various companies. Mr. Zamzow was previously Vice President for a
steel company and has worked extensively in business workouts. From 1971 to
1974, Mr. Zamzow was employed by Peat, Marwick, Mitchell & Co. as an auditor.
Mr. Zamzow received his accounting degree from the University of Nebraska.
JAMES H. ALEXANDER was elected to the Board of Directors of the Company in
November 1996. Since 1992, Mr. Alexander has been a member of the Board of
Directors of Zykronix, Inc. and is the former Chief Operating Officer. Mr.
Alexander is presently President of Isotech as well as an independent real
estate broker for TDI Property Brokers. From April 1992 to November 1992, Mr.
Alexander was a member of a management team of a venture capital firm, which
funded a satellite communications company. Mr. Alexander is the founder of
T.D.I., Inc., a corporation engaged in consulting, fund raising, acquisitions
and mergers of hi-tech firms. Mr. Alexander has taken courses leading toward
Bachelor of Science Degree in Business Administration from Rollins College.
5
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued
during the fiscal year ended June 30, 1999, 1998 and 1997 to the Company's Chief
Executive Officer. No other executive officer received cash in excess of
$100,000
Summary Compensation Table
Annual Compensation
--------------------------
Other
Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
- --------------------------- ---- ------ ----- ------------ ------------
Steve D. Zamzow, 1999 $ 120,358 $ --- $ --- $6,874 (a)
President, Chief Executive 1998 $ 119,896 $ --- $ --- $4,575 (a)
Officer and Director 1997 $ 119,166 $ --- $ --- $4,575 (a)
<FN>
(a) Includes accrued vacation and compensated absences earned in
prior years and paid during June 30, 1999, 1998 and 1997.
</FN>
Option Grants in Fiscal Year 1999
During the fiscal year ended June 30, 1999, the Company did not grant
stock options to the executive officers.
Aggregated Option Exercises in Fiscal Year 1999
The following table sets forth for the executive officer named in the
Summary Compensation Table, information concerning each exercise of stock
options during the fiscal year ended June 30, 1999 and the value of the
unexercised stock options at June 30, 1999.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unex- In-the-Money
Shares ercised Options Options at
Acquired at June 30, 1999 June 30, 1999
on Value Exercisable/ Exercisable/
Name Exercise Realized (1) Unexercisable Unexercisable(1)
- ---- -------- ------------ ------------- ----------------
Steve D. Zamzow --- --- 150,000 (E) $ ---
President, Chief --- --- (U) $ ---
Executive Officer
and Director
<FN>
(1) The option exercise price exceeded the fair market value of the underlying
common stock on June 30, 1999.
</FN>
6
DIRECTORS' COMPENSATION
Members of the Board of Directors are reimbursed for all reasonable
expenses incurred in connection with their attendance at directors' and
committee meetings. Members of the Board of Directors, who are not employees of
the Company or its subsidiaries, receive $100 for each Board meeting attended.
Additionally, the Company grants automatic, non-discretionary stock options to
purchase up to 10,000 shares of common stock to each of its non-employee
directors annually. This amount is prorated based on the number of Board of
Director meetings each director attended in the previous fiscal year.
TRANSACTIONS WITH MANAGEMENT
On June 30, 1989, W-W Land & Cattle, a partnership owned by Millard T. Webster,
a director of the Company, Mickey J. Winfrey, a former officer of the Company
and Terry L. Webster, a brother of Mr. Millard T. Webster and Ms. Winfrey,
executed a promissory note for the amount of $96,424 in favor of the Company's
subsidiary, W-W Manufacturing Co., Inc. Interest was payable annually at 9% per
annum and the principal was due on demand. On June 30, 1993, Ms. Winfrey
satisfied her obligations under this note by paying to the Company the amount of
$11,361. As of June 30, 1999, $22,600 remained payable under this note by
Millard T. Webster and Terry L. Webster.
The Company currently leases its manufacturing facility in Dodge City, Kansas
from Murle F. Webster, father of Millard T. Webster and Mickey J. Winfrey. This
lease requires a monthly rental payment of $5,000. This lease expired on
December 31, 1994, however, it has continued on a month to month basis. During
the fiscal year ended June 30, 1999, $60,000 was paid by the Company under the
lease.
On October 26, 1992, the Company, through its wholly-owned subsidiaries, W-W
Manufacturing Co., Inc. ("W-W Manufacturing"), and Eagle Enterprises, Inc.
("Eagle"), entered into an exclusive two year initial term sales and marketing
agreement with Agri-Sales Associates, Inc. ("Agri-Sales") to market the
Company's products throughout the United States. Jerry R. Bellar, a 4.1%
stockholder of the Company, is President and a majority stockholder of
Agri-Sales. In conjunction with the cancellation of the agreements, the
Companies owed Agri-Sales approximately $164,863 which was increased to $180,000
under a proposed settlement of a lawsuit between the Company and Agri-Sales. The
Company paid $30,000 of the liability during 1997 and was withholding payment of
the remaining $150,000 pending receipt of amounts due under an indemnification
agreement. During 1999 this lawsuit was settled. (See "Legal Proceedings" for
additional information.)
LEGAL PROCEEDINGS
On December 6, 1996, WW Capital and its legal counsel, Klenda, Mitchell,
Austerman and Zuercher, a Limited Liability Company and General Partnership
filed a law suit in the U.S. District Court Wichita, Kansas against Jerry R.
Bellar, individually. On two occasions the Company had made written offers to
settle the case with Mr. Bellar. Mr. Bellar had rejected these offers and the
Company asked the court for mediation to settle the outstanding issues. As a
result of the mediation that took place in September 1998 the Company agreed to
settle its claim against Jerry R Bellar, and Bellar agreed to settle claims
against the Company. The settlement agreement provided for the cancellations of
amounts due to the Company from Bellar recorded at $167,572, and amounts payable
by the Company to Bellar of $150,000. The Company paid $20,000 to Bellar in
September 1998.
7
COMPLIANCE WITH 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of the
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% stockholders are required by the
Securities and Exchange Commission regulations to furnish the Company with
copies of all forms they file pursuant to Section 16(a).
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5's were required, the Company
believes that, during the fiscal year ended June 30, 1999, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
ELECTION OF AUDITORS
The stockholders are being asked to elect Brock and Company,
Independent Certified Public Accountants, as auditors for the Company for the
fiscal year ending June 30, 2000.
The audit for the Company for the year ended June 30, 1999, was
conducted by Brock and Company. A representative of such firm is expected to be
present at the Annual Meeting of Shareholders' to answer appropriate questions,
but does not intend to make a statement.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
ELECTION OF BROCK AND COMPANY AS AUDITORS FOR THE 2000 FISCAL YEAR.
VOTE REQUIRED
The five nominees for election as directors at the Annual Meeting of
Stockholders who receive the greatest number of votes cast for the election of
directors at that meeting by the holders of the Company's common stock will
become directors at the conclusion of the tabulation of votes. An affirmative
vote of the holders of a majority of the Company's common stock is necessary to
elect Brock and Company as auditors for the Company.
Under Nevada Law and the Company's Articles of Incorporation and
By-laws, the aggregate number of votes entitled to be cast by all stockholders
present in person or represented by proxy at the meeting, whether those
stockholders vote "for", "against" or abstain from voting, will be counted for
purposes of determining the minimum number of affirmative votes required for
approval of the second and third proposals, and the total number of votes cast
"for" any of these matters will be counted for purposes of determining whether
sufficient affirmative votes have been cast. An abstention from voting on a
matter by a stockholder present in person or represented by proxy at the meeting
has the same legal effect as a vote "against" the matter, even though the
stockholder or interested parties analyzing the results of the voting may
interpret such a vote differently.
8
MANNER IN WHICH PROXIES
WILL BE VOTED
The Company proposes to vote management proxies and all unmarked
proxies for approval of the election of each of the five nominees to the Board
for the terms set forth in this Proxy Statement. In the event that any nominee
is not available to serve as a director at the time of the election, which the
Company has no reason to anticipate, proxies may be voted for such substitute
nominee as the Company may propose.
The Company further proposes to vote the proxies for the election of
Brock and Company, as auditors for the ensuing fiscal year.
The Board knows of no other matter to be presented at the meeting,
However, if any other matter properly comes before the meeting, the persons
named in the proxy form enclosed will vote in accordance with their judgment
upon such matters. Stockholders who do not expect to attend in person are urged
to execute and return the enclosed form of proxy. Moreover, it is important that
the proxies be returned promptly.
PROPOSAL OF STOCKHOLDERS
Proposals of stockholders to be presented at the Company's 2000 annual
meeting must be received by the Company's Secretary, at the Company's executive
office, no later than 5:00 p.m. July 10, 2000 for inclusion in next year's Proxy
Statement.
By Order of the Board of Directors
James Alexander, Secretary
Ft. Collins, Colorado,
December 9, 1999
PROXY WW CAPITAL CORPORATION PROXY
3500 JFK Parkway, Suite 202
Ft. Collins, CO 80525
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steve D. Zamzow and James H. Alexander as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all shares of common stock
of WW Capital Corporation, as held of record by the undersigned on December 6,
1999, at the annual meeting of stockholders to be held on January 14, 2000, or
any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Steve D. Zamzow Millard T. Webster James H. Alexander
Ronald W. Jay Richard Love
(INSTRUCTION: To withhold authority to vote for an individual nominee, write
that nominee's name on the space provided below.
-----------------------------------------------------------------------
2. PROPOSAL to elect Brock and Company as the independent Certified Public
Accountants of the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on reverse side)
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 &2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Date: _______________________________, 199_______
_________________________________________________
Signature
_________________________________________________
Signature if held jointly
If a corporation, please sign in full corporate
name by President or other authorized officer.
If a partnership, please sign in partnership name
by authorized person.
Please mark, sign, date and return this proxy promptly by using the enclosed
envelope.